{"url_path":"/sec/nvda/8-k/2026-05-08/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-08","source_url":"https://www.sec.gov/Archives/edgar/data/1045810/0001045810-26-000028-index.html","accession_number":"0001045810-26-000028","cik":"0001045810","ticker":"NVDA","issuer_name":"NVIDIA CORP","edgar_url":"https://www.sec.gov/Archives/edgar/data/1045810/0001045810-26-000028-index.html","primary_entity_key":"0001045810","primary_entity_name":"NVIDIA CORP"},"word_count":301,"has_tables":true,"body_markdown":"Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.\n\n(d)\n\nOn May 7, 2026, the Board of Directors, or the Board, of NVIDIA Corporation appointed Suzanne Nora Johnson as a member of the Board and as a member of the Audit Committee of the Board and the number of directors constituting the full Board was increased from ten to eleven, in each case effective July 13, 2026. Ms. Nora Johnson will join the Board effective July 13, 2026, due to a prior professional commitment.\n\nIn connection with her appointment to the Board, Ms. Nora Johnson will be granted pursuant to our Amended and Restated 2007 Equity Incentive Plan: (a) an initial equity grant of restricted stock units with a target value of $255,000, vesting approximately semi-annually over three years, and (b) a pro-rated annual equity grant of restricted stock units with an annualized target value of $255,000, approximately 50% of which will vest on May 19, 2027, and the balance of which will vest on November 18, 2026. Additionally, she will be granted a pro-rated annual cash retainer with an annualized value of $85,000, payable quarterly starting on July 13, 2026.\n\nIn addition, we will enter into an indemnity agreement with Ms. Nora Johnson in connection with her service as a member of the Board. The form of indemnity agreement is filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on March 7, 2006.\n\nSIGNATURE\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\nNVIDIA Corporation\n\nDate: May 8, 2026By: /s/ Rebecca Peters\n\nRebecca Peters\n\nVice President, Deputy General Counsel and Assistant Secretary"}